Tails, Your a WHAT?
by Chibi Blue Angel
Summary: I bet there are thousands of these out there... Ever notice how girlie Tails sounds some times? summary ininside, plz read. A little SonicTails and ShadowTails This is completed yall!
1. Secrets are bad

**Title: Tails, You're a WHAT?**

**Author: Chibi Blue Angel and her Yami**

**Subject: Sonic the Hedgehog**

**Type: Romance/Tragedy**

**Summary: Tails has been hiding a secret from all of his friends for an awfully long time. When sonic and Knuckles find his diary and read it, they discover his secret and all heck breaks lose because word spreads fast around Knothole city. But soon there after, tragedy strikes the tranquil city and its up to Sonic and his friends to stop it from badly hurting someone.**

"Bye you guys, I'll be back soon." Tails called out to his friends.

"See ya later Tails." Sonic replied waving.

"Be careful." Knuckles, the echidna told him.

"I will." Tails replied happily as he left the small house. The three boys have been living together for a while now and things have been working out great.

After Tails was out of sight, Knuckles yawned. "I think I'm gonna take a nap…"

"Go right ahead… I won't bother you…" Sonic said with a hint of slyness in his voice.

"Don't get into any trouble." Knuckles snapped walking away.

"Don't worry. I'll be the best little blue hedgehog ever!" Sonic said innocently.

"Don't even try that act, it stinks…." Knuckles said dryly. He walked into his room and closed the door.

After about 15 seconds, Sonic ran full speed into Tails' room. Not that he was nosey it's just he has never been in the room before. He walked around examining things when he spotted a sky blue book on the bed. Curious the blue hedgehog picked the book up and discovered it was quiet heavy.

"Tail's Diary…" Sonic read aloud.

"SONIC!" a voice cried.

Sonic was scared half do death by the sudden voice calling his name. He turned around to see Knuckles standing there looking angry.

"What are you doing in here? You know no one but Tails is allowed in here!" he shouted.

"Uh… well.. I was curious…" the blue hedgehog replied sheepishly.

"Put that down!" Knuckles cried.

"Alright already!" Sonic shouted back.

There was a brief moment of silence before the hedgehog took off running.

"Sonic!" Knuckles screamed.

5 minutes later…-

Sonic had finally hidden where Knuckles couldn't find him and he opened the diary.

Profile-

Name: Michelle "Tails" Prower

Age: 8

Birthday: random birthday date

Best traits: I have two tails and I'm very likeable

Worst traits: I am keeping a secret from all my friends

Best friends: Sonic the Hedgehog, Knuckles the Echidna, Cream the Rabbit, Amy Rose, Big the Cat, and The Chaotix detectives; Vector, Charmy and Espio.

Sonic was confused. "Michelle? What the heck?" His thoughts were interrupted by the closet door being swung open.

"Aha!" Knuckles cried.

"Knuckles look at this!" Sonic cried.

"I don't think…" Knuckles started. "Michelle! I thought his name was Miles!"

"I think he's a…" Sonic said slowly.

"You don't mean…"

"I think… Tails is a… GIRL!"

end of chapter-

**Sorry it was so short but I think this is a good place to stop. Plz review! No flamez plz…**


	2. Sonic is worse at these type of things

Me: Thanks to all my reviewers I'm in a good mood! Time to reply!

Sonica the hedgefox-Thank you. I'm glad you like it.  
smx underground- Is strange good?  
kittychobit- Probably so... hmmm.  
Meggie Grotto- I uess that is a good way to look at Tails.  
Sonic Heroes Bliss- I wanna live! Don't hurt me... Fortune Zyne- Yup, that's right... a girl.  
Phantom86- I told you there were probably zillions of these out there... but I'm glad you read it anywhoo!

-Story Time!-

"I-I can't believe this!" Knuckles spat.

"I know... what kindda name is Michelle?" Sonic said with wonder.

"No you dummy! I mean how he... er... she lied to us like that!" Knuckles snapped

"Oh. Yeah... I can't believe it! But how are supossed to ask Tails about this?" asked Sonic.

"I don't know... lemme think..." Knuckles paced the floor.

"Guys I'm home!" a familiar voice called.

"Oh geez..." Knuckles groaned.

Sonic ran out to Tails and with a questioning look on his face.

" Hi Tails. How was the store?" Sonic asked suspicisally.

"Fine." Tails replied. "Um... are you feeling ok?"

"That depends..." Sonic started.

"Oh ok. Gotta go!" Tails walked around the blue hedehog and headed to his/her room.

"Hey! Wait just one minute Missy!" Sonic cried.

Tails froze. "Wh- what'd you s-say?"

"That's right! You are a girl! Knuckles and I know all about your little charade, Michelle!" Sonic shouted

"I-I don't know what your talking about...!" Tails mummbled as his/her voice got softer.

"Sure you do. Knuckles and I read your diary and discovered your secret, Missy! ... ohmy gosh did I say that out loud?" Sonic covered his mouth.

Tails' eyes teared up. Her voice suddenly sounded more girlish than usual. "Sonic I can't believe you..." She ran away crying.

Knuckles walked out and hit Sonic over the head. "Look what you've done!"

Sonic felt bad and chased after his little fox friend. "Tails! Tails wait!" But it was too late. Tails had disappered into the Knothole forest.

Meanwhile...

Tails ran into the forest and hd in the bushes.

"I knew I shouldn't have lied to them... now the probablty hate me..." she sighed.

She curled up into a ball and cried. But she wasn't aware of the dark evil force watching her.

-end of chapter-

Sorry... also a good place to stop. My chapters are notoriously short! ; 


	3. In the Shadows, Amy and Sonic

Me- Thank yoooou for reviewing everybody! Now for replys... 

Gahlik- I'm glad you care. Tails happens to be my fav. charcter!  
Sonica the hedgfox- Thanks for the poem! And the story's being continued! )  
smx underground- Ummm... ok.  
Krystalwolf- Well thanks for compliment!(Just between us... you ain't seen nothin' yet)  
Meggie Grotto- Thank you!... I think... urm... )  
Phantom86- Doncha just love the suspense though?  
Sonic Heroes Bliss- Well I try to do good.

-Story time! Grab some ice cream and tissues! This might not take long though...-

Chapter 3- In the shadows/ Amy and Sonic

"What are we going to do? We've looked everywhere..." Sonic said sadly.

"Well if you didn't tell... Tails what you did, maybe... Tails wouldn't have ran away!" Knuckles shouted.

"I-... I didn't mean too... I just couldn't believe that Tails was lying to us all these years..." Sonic replied with sadness in his voice.

"Well we can't stop looking for...umm I can't say it..." Knuckles couldn't help feeling a tad bit depressed about the young fox as well.

"I don't care what Tails is! She's my friend and I have to find her!" Sonic cried. With that he dashed away screaming her name.  
"Tails where are you? Tails I'm sorry! I didn't mean to hurt your feelings! I didn't stop to think about you... Just come back..."

"Sonic what are you doing?" a familair voice asked. It was Amy, the female hedgehog who just got over Sonic not to long ago...

"H-have you seen Tails?" the blue hedgehog asked.

"No. Why?" Amy asked.

"I kindda did something to... can you keep a secret?" Sonic asked.

"Of course!" squeaked Amy.

"Tails... is a girl..."

"WHAT?" Amy screeched loudly.

"Shhhh..." Sonic whispered. "I can't find her... I need your help."

"Oh my gosh! How did you find this out?" Amy asked.

"I kindda... sorta... read her diary..." Sonic said sadly.

"Sonic Hedgehog, how could you?" Amy cried.

"And I really regret it..." Sonic sighed.

"That is so inconsiderae! Tails was right to leave!" Amy snapped. She tuned and walked away.

Sonic fell to the floor and thought of his lost friend. "She's probably lost, cold and afraid..." he moaned. "I have to find her..."

Meanwhile...

Tails laid underneath a tree flipping her tails from side to side. A few tears streamed down her face and she quickly wiped them away.

"Why the long face young one?" a voice suddenly asked.

Tails looked around and saw nothing. "H-hello?" she called.

"You look upset. Tell me what's wrong. Maybe I could help." said the voice.

"I, uh... who are you?" Tails asked shakly.

A figure came into the light. "They call me... Shadow"

-End of chapter-

(A/N: This is a shock, right?)


	4. Darkness Revealed

Me: Ya know what? I like getting reviews cuz it's really fun! Makes me feel special... :sniff: Well, enuff of that... time to reply...

HydraSprite- Yes I know, it's odd... but thanx for reading!  
Sonic-Addict- Well here's the update! )  
Twin Gunz- Ok.. well I have other stories too! Thanky for reading though.  
da deltadasher demon- Glad you like and I'll put longer chapters into concederation.  
PinkEmerald816-You are gonna continue reading right? Sorry about the freak out... I'm strange.  
choco aardvark- i'll look and look til I found ya... kay?  
Sonica the Hedgefox-Thank ya plenty! I'm very very greatful for the compliment!  
Fourtune Zyne- Um.. what does that mean? Does that mean you like it?  
invader tom- thanks! I just thought it up and I said hey why not?  
Meggie Grotto- Isn't he now? Thanx for stickin' to the story!  
Phantom86- Well let's just find out what Shadow will do, besides, it may shock you!  
HeroineStarBliss- I loooove suspense! It's sooo much fun! )

Me: okays! Now it's time for the story!

Chapter 4- Darkness Revealed

"Shadow?" Tails cried suddenly. She backed away from the dark hedgehog with fear in her eyes.

"Why do you seem so surprised?" he asked with an eyebrow raised.

"You disappeared... we all thought you were dead." Tails said quietly.

"Ah yes... well you were wrong! And now I'm back!" Shadow said with a flash of anger in his voice.

He then caught himself and took a deep breath. He smirked and offered his hand to help up the fox. Tails hesitantly took it and stood up.

"So... tell me why you are here alone... aren't you usually with Sonic?" the hedgehog said curiously.

"I can't talk to him anymore... he found out I've been lyimg for a long time..." Tails broke off into a sad silence

"Just because you are a girl?"

"How did you...?"

"I've been watching you Tails. You seem like a girl at times. And your voice is very soft like that of a female's. But... what I don't understand is why you lied to Sonic and all of your "friends". They like Amy and Cream, and their girls too, right?" Shadow said with a strange tone of voice. It seemed somewhat... caring...

"I... Sonic thought I was a boy because when he first met me... I was working on my airplane, the X-tornado... It looked like something a male would do so he just... thought I was... and i even look like a boy... a little..." replied the meek young fox.

"Well why didn't you correct him?" he then asked.

"I don't know... I just didn't want to give him the wrong empression... like he would turn me away just because I was a girl..." Tails said sadly.

"That's not very confident now is it?" said Shadow. "You seem like a good little girl, very small and polite. I don't see why Sonic wouldn't like you."

Tails sighed in response. She felt like crying again but couldn't bring herself to. Shadow smirked again. Suddenly, Tails heard her name being called.

"Tails! Tails where are you?" called the voice.

"Sonic!" both Shadow and Tails gasped. Shadow seemed angrier than Tails seemed scared.

"Tails come with me. I can help you with your problem. And you won't have to deal with Sonic ever again." Shadow said msteriously.

Tails didn't konw what to do. She wasn't sure if she could trust Shadow, but she was also afraid to face Sonic and the others. Tails was tempted to go with Shadow but was also tempted to let Sonic find her.

Before she could decide on what to do Sonic burst into the clearing.

"Shadow!" Sonic cried shocked.

"Sonic..." Shadow growled.

"Oh no..." Tails whispered to herself.

"Leave Tails alone!" Sonic cried out.

"So you can just make her feel worse than she already does? I don't think so." Shadow asked smirking.

"Tails..." Sonic said sadly. "C'mon, we gotta go home..."

Tails nervously looked at Sonic, then to Shadow. She didn't know what to do.

--End of chapter--

Note: Don't hate me! Please don't hate me! So I left you off on a cruddy part, big deal! Sue me! (ok not really, I'm broke...)I need your help! I can't decide if Tails will go with Shadow or Sonic... ( This is getting on my nerves so click the review button and help me out!  
-Chibi Blue Angel 


	5. Holy Crap!

Me: Yaaaaaaaaaaaaaaaaaaay! I got so many reviews! Woo hoo! Woo hoo::does her happy dance: Although I usually reply to all my reviewers... there are waaay too many. But... Drake Ryuu! Thankies sooooooooo much for reviewing! I've missed ya buddy! (It's always great ta hear from ya!) Okays, also, I'd like to thank the following peeps for being loyal from the very beginning: Phantom86 Meggie Grotto HeroineStarBliss

Me: And everybody else whom I haven't mentioned, THANK YOU! Love you guys! Oh yeah... The score tally is in and Shadow won...

!Story Time!

Chapter 5: Holy crap! (A/N: Interesting title, no?)

Tails sadly turned to Sonic and and took a deep breath before saying: "Sonic, I'm sorry... but I don't want to come back with you..."

Sonic was terribly shocked. He felt a crushing feeling deep in his heart. He started to say something but was stopped by Shadow.

"You've made a wise choice young one. Come. We have places to go." Shadow said turning away.

"Tails! Don't do this..." Sonic cried.

"Sorry Sonic... but I am going with Shadow. Hopefully he'll be a better friend than you ever were!" Tails suddenly found herself screaming.

"What?" Sonic was getting even more upset.

"The only reason you pretended to be my friend was because you felt sorry for me! You thought I was weak! You thought I couldn't defend myself only because I'm small! Am I right?" Tails shouted.

Sonic felt even worse because that was how he felt in the beginning. "Tails... I'm sorry... I did feel that way in the beginning... but that's changed because I've seen how well you can fend for yourself. Just don't go with Shadow! He's probably going to double cross you!" Sonic cried with tears in his eyes!

"No Sonic! You just want me to come back so things would go back to normal! Well you know what? I never want to see you again! Goodbye!" Tails said running away.

Shadow watched as the sad and confused fox ran deeper into the forest. He laughed mockingly at Sonic.

"Better luck next time, hedgehog." With that he dashed away.

Sonic fell to his knees and cried. "No... she's gone... and it's all my fault... I didn't mean for this to happen..."

-3 days later-

Sonic sat on his bed and cried. He missed Tails. He had never felt so horrible before in his life. (A/N: I probably felt as horrible as he does when I accidently put salt instead of sugar in my moms coffee... LOL!) He sighed and thought to himself about what Tails said.

'I never want to see you again! Goodbye!'

Sonic shuddered at those words. then wondered what Tails and Shadow were doing.

Meanwhile...

Tails and Shadow were standing in front of a closed cave. Shadow opened it and walked inside. Tails followed catiously. They were inside an they were surounded by volcanic magma.

"Are you sure this is safe?" Tails asked slowly.

"Would I betray you dear sweet Tails?" Shadow asked softly.

"I'm not entirely sure..." she replied quietly.

Suddenly a creepy laugh was heard. It echoed throughout the entire cave.

A familiar voice was heard. It aid: "Good work Shadow! You have done well."

"Thank you Dr. Eggman. It was simple." Shadow replied with a smirk.

Tails gasped. How could she have been so stupid? She tried to run but was suddenly grabbed and thrown into some strange machine.

"Shadow! Help! Let me out!" she screamed.

"Sorry Tails, but this is for your own good." Shadow replied with a smirk. He laughed along with Dr. Eggman.

Tails was tricked! Is this the end?

-End of Chapter-

Me- Doncah just love suspense? 


	6. Turn for the Worse

Me: I'm adding early cuz I'm soooooooooooooo bored... hope you enjoy

Chapter 6- Turn for the Worse.

Tails continued to bang on the glass. She then resulted to slamming her shoulder against the glass surface. She shoued and screamed all she could.

"Quiet down Tails, I'm only trying to help you." Shadow said slyly.

"Help! Let me go!" She screamed.

"Doctor get it over with!" Shadow shouted.

"Paitence Shadow. The settings are almost comeplete." Dr. Eggman scoffed.

"What are is taking so long? I would like to get this thing done while she's still lively,I don't need a slow apprentice..." Shadow snapped.

"Ah, yes. It is finished." Eggman cried.

Tails screamed as metalic claws grasped her wrists. She tried to pull away and struggled. Then gas started to drift from the roof of the glass dome. Tails stubbornally held her breath as the gas surrounded her. But was soon to give in because she needed air. Then there were sudden shocks jolting through her body. She cried out in pain.

Shadow frowned and looked at Eggman. "Are you sure you're doing this right?"

"Hey I didn't say this would be completly painless." Eggman replied laughing.

After about 3 minutes, the glass seperated and the gas was clearing out.

"It was a sucess!" the deranged "Doctor" cried.

Tails stepped forward. The fox was now black, with a white spot on her chest and red on the tips of her tails. Her eyes were a deep red and her teeth looked sharper than usual. A sinister grin was spread acoss her face.

"She ... looks...divine!" Shadow exclaimed. He walked around Tails examing her new look. "She looks better than I thought she would."

"I believe you shuld see how evil she actually is." Eggman said.

"Hm... I have just the plan..." Shadow said smiling evily.

-1 hour later-

"All you've got to do is steal the master emerald shards and destroy the base. Then you'll be ready for the real challenge." Shadow instructed.

"Alright. This should be easy." Tails replied with a smirk. She then laughed as she flew into the Chaos emerald base.

-End of Chapter- 


	7. Tails why?

Me- :giggles like mad: I love getting so many reviews! It's fun! Also... HeroineStarBliss, email me da picture! Check my personal page and you'll see it. Thank you!

Chapter 7- Why Tails?

Tails flew into the base and looked around. Her red eyes shifted from side to side as she looked for any sign of security. She noticed a camera and quickly kicked it off the wall, shattering it. She moved swiftly through the hallways and put every camera out of commision. Finally, she came to a door marked Chaos emeralds.

"This is it. After this I can finally rid myself of that horrid hedgehog once and for all!" Tails said through gritted teeth. She then laughed as she broke down the metal door.

An alarm went off as she walked in. The remaining camera watched the black and red fox disappeared into the hangar. The security guard who was incharge of that particular camera alerted all guards to surround the Chaos hangar.

Tails walked in and examined all seven chaos emeralds. "Although my mission was to take the Master emerald shards, I might as well take these too." She said with a shrug. She snatched them all and put them in the bag she held. Then there was a beep on the ear pice Tails was wearing.

"Tails, can you hear me?" came Shadow's voice.

"Yes. I almost have the shards. Then I'm outta here." Tails replied.

"Hurry. They know you're in there and you need to get out as fast as possible!" Shadow said with the sound of caution in his voice.

"Right." Tails said nodding.

She quickly found the master emeralds. "Yes! This is it!" she cried.

She put them in the bag and dashed off through the north entrance. But was soon stopped by an unsuspected person.

"Tails?" he cried.

"Knuckles..." Tails said glaring.

"What are you doing? And how did you get into the base without verification?" Knuckles cried.

"I broke in. How else would I? I mean, come on! I thought you were the smart one..." Tails replied sarcastically. "Now get out of my way!"

"What happened to you? You're the same color as... Shadow... oh no!" Knuckles finally relised what happened. "You're... you're with Eggman?"

"I see you're smarter than I thought. Good job! You deserve a present..." the dark fox said with cold grin on her face.

"I don't know what's wron wih you, but I'm going to stop you!" Knuckles lunged at Tails but was soon to recieve a sharp kick in the stomach.

"Knuckles... you should know better. I don't wanna have to kill you." Tails said with a flash of hate in her voice.

Knuckles caught his breath and started to throw punch after punch, kick after kick, but failed each time. Tails was just too fast. Suddenly Tails hit him in the jaw knocking him backwards. Knuckles slowly picked himself only to be bombarded with numerous blows by the black fox. After Knuckles fell groaning with pain, Tails laughed.

"Better luck next time." She said as she ran off. (A/N: Whoa! She's evil!)

Tails was almost out when she noticed a door. A door which happened to be marked:Project Files. Curiousity got the better of her so she burst through the door. She found herself surrounded by cabinets and drawers. There was one specific drawer that caught her eye.

"Gerald Eggman files... well why not?" Tails opened it to find a folder marked: Project Shadow. She grabbed it. 'This should interest Shadow.' She thought as she grabbed it.

She then dashed out of the room. he she remembered what Shadow told her...

'Grab the master emerald shards and destroy the base.'

She then turned to the generator room. "That 'll do just fine."

She ran in and started re-wireing this and re-programming that. Suddenly Shadow's voice came though.

"Tails get out of there, now!" He cried.

"Hold on! I'm almost finished." Tails said concentrating.

"Speed up the process! They're calling in reinforcements! They saw you masacre that echidna!" Shadow nearly screamed.

"Alright already!" Tails cried. She then began destorying the machinery. Suddely footsteps were heard. They were very quckly paced.

Tails turned around to then recieve a sharp blow in her face. Sh e was slammed hard against a machine and sank to the floor. She stood and saw it was Sonic. (A/n: Oh my gosh!)

"Ah yes. If it isn't the blue fast one." Tails said with a sinister grin on her face. "I've been waiting for you."

"Tell me who you are!" Demanded Sonic.

"Don't tell me you don't know who I am... It's me, good ol' Tails." she said coldly.

Sonic stared with disbelief. "Tails?"

-End of Chapter- 


	8. The first battle

Me- I'm sooooo happy to recieve all of these reviews! This story is huge! (I didn't think it was going to be though...) Thankies you guys:) 

Chapter 8- The first battle

"Tails... what are you doing?" Sonic cried.

"I'm doing as I please! Stand down Sonic!" Tails snapped.

"I won't let you destroy the base!" Sonic said through gritted teeth.

"Try and stop me." challenged the dark fox.

Tails destroyed yet another piece of machinery. Then she looked a Sonic with hate.

"Tails... why...?" Sonic asked.

"Because I've found a sudden joy in being with Shadow. I get what I want; like revenge on you!" Tails cried.

Then with out the slightest thought, Tails charged at Sonic with fists ready. Sonic dodged out of the way and she missed just by a little.

"Tails, I don't want to fight you!" Sonic cried.

"Well I want to fight you!" Tails shouted as she attacked again.

Tails began attacking repeatedly, but missed everytime. Suddenly she was stopped by a sharp blow in the side. She was sent flyng towards the wall but braced herself and landed on her feet.

"Tails stop this now!" Sonic cried.

"No! It's too late for that! I've come too far and I can't turn back now!" Tails cried as she lunged for the blue hedgehog again.

She hit him in the side of the head and knocked him towards the finally machine. He slammed against it an damaged it terribly. It blew a fuse. (A/N- Uh-oh...)

Tails then went after Sonic, punching him and kicking him, giving it all she had. Sonic could do nothing but wait until Tails wore herself out. After a while Taisl grew tired and Sonic finally hit her back. He hit her just as hard as she hit him. Tails was soon sent flying across the room. She struggled to pick herself up. She then grasped her side and glared at Sonic.

Both were injured but neither of them were going to give in until the other did.

"You're going to regret that!" Tails growled.

"Make my day..." Sonic snapped back. He stood strong while Tails was weak and felt as if she was about to drop.

Tails panted heavily. She wasn't used to this much fighting.

"Tails, we don't have to be enemies. We can still be friends but you have to trust me. I didn't mean to hurt you. I was just a little shaken up about the whole girl thing." Sonic sighed.

"It was none of your buissness in the first place!" Tails screamed.

"I know and I'm sorry! I just wasn't thinking of you at the time..." Sonic said softly.

"Oh yeah well... I..." Tails felt somewhat bad for what she did for a moment. "Wait NO! I'm not with you any longer! I know who my true friend is!" She cried.

"Tails please... come back..." Sonic wouldn't give in. He knew the old Tails was still somewhere inside the dark being that stood before him.

"Shut...UP!" Tails drove her elbow into Sonic's stomach.

Air rushed out of the blue hedgehog as he sunk to the floor. He gasped and coughed struggling for air. Tails was about to kick him again when Shadow's voice rang through her ears.

"Tails what the heck are you doing?" Shadow cried.

"Fighting this stupid hedgehog to the finish!" Tails cried throwing another punch.

"Get out of there! The whole building was evacuated! Didn't you hear the alarm go off?"

"No! What alarm?" Tails stopped figthting Sonic to listen to Shadow.

"The base is going to self-destruct in 1 minute! Get out of the base now! Your time is limited!" Shadow screamed.

"Oh no!" Sonic shouted, he overheard what was going on.

"But what about...?" Tails began.

"There's no time for that! Grab what you have and run!"

Tails grabbed the bag and dashed out of the room. Sonic was quick to follow.

"This is a race against time.. and time really isn't on my side!" Sonic thought as he speed through the hallways.

-End of Chapter-


	9. The non titled one

Me- Man... this is gettin' crazy... Ok... Fortune Zyne... define the word 'fool' for me, 'kay? I would really like to know what you were talking about. Okays! Story time!

Chapter 9- (there's no title due to the fact that this has many subjects...)

Tails raced through the hallways with the bag of gems over her shoulder. Sh ewas tired and weak. She felt as if she couldn't run anymore. But she pressed on although her moveent became sluggish.

Sonic on the other hand was out within 15 seconds.He knew his way around the base and the quickest routes out. He walked over to Rouge and Kunckles who where standing a safe distance away from the base.

"Sonic! Look what happened to Knuckles!" the female bat cried in hysterics. "Tails did this too him..."

"I'm fine..." Knuckles sighed.

"Tails did this...? But why...?" Sonic said with disbelief.

"I dunno, but the next time I see him I'll..." Rouge began.

"Tails is a she..." Knuckles corrected her.

"Whatever... I... wait a minute, WHAT?"

Meanwhile...

Tails had gotten lost and began to panic. The base was beginning to crumble and catch fire. She continued to run despite the heat of the rising flames. She heard a sudden countdown.

"t-minus 10... 9... 8..."

Suddenly a metal beam landed on top of her, pinning her to the ground. She screamed with dismay as the flames dove into her back.

"6... 5.. 4..."

Meanwhile outside...

Shadow watched the base with deep worry in his expression. He suddnly heard Tails' screams through the ear piece.

"SHADOW! HELP ME!"

"Oh my god! Tails!" Shadow began to run towards the base when suddenly...

"3... 2... 1..."

"Nooooooooooooooooooooooooooooooooo!"

The base exploded an disappeared in a giant ball of fire. Everyone dove for cover but only Shadow remained watching as the explosion carried on. After the fireball died down and the smoke cleared, all that was remaining of the base was a lagre pile of debris. (sp?)

"Oh no!" Shadow raced towards the ruins of the base.

"Hey, isn't that Shadow?" Rouge cried.

"Shadow?" Sonic and Knuckles cried in unision.

Then the thought hit Sonic. It hit him hard in the heart. "Tails... oh no... she didn't make it out in time..." he moaned.

"But doesn't that mean..." Rouge began.

"No one could have survived that blast..." Knuckles said shakily.

Meanwhile...

Shadow despretly searched for the fox. He pushed aside rocks and boulders, moved every metal beam he could find. Then he found a bag full of Chaos emeralds and Master Emerald shards. None of them were damaged, not even the file that lied within the bag along with the precious gems.

Shadow's search became even more frantic. He finally discovered the small black and red fox lying motionless underneath a metal beam.

"Tails!" Shadow cried.

He removed the beam away from Tails' body. He then liftd her up and cradled her in his arms. He sighed softly and sadly.

"Tails... wake up Tails... you can't die! Not yet!" Shadow cried.

"Shadow?" a sudden voice called. It was Sonic, and he was followed by Rouge and Knuckles.

"Stay back! I'm warning you!" Shadow screamed.

"Hey isn't that...?" Rouge began.

"Oh no... it can't be..." Knuckles said with a deep sadness in his voice.

"Tails..." Sonic backed away as he spoke her name.

"It's your fault... you killed Tails!" Shadow's voice rose into a scream.

Sonic stared with sorrow at the fox that laid limply in Shadow's arms. He could feel nothing but grief and sorrow. His best friend... gone... she lost her life because of his own mistake. He couldn't forget the look on Tails' face when they fought. Her voice was filled with such hate. Her eyes were burning with the furiousity of a wildfire. Her words were cold like ice.

Why did he do something so stupid? Just blurt out that he invaded her personal space. Even after Tails honestly asked him not to go in her room or read anything un-invited. But then again...

Tails was a little foolish for over-reacting... right? What did Sonic do wrong?

flashback

Young Sonic was dashing through the other side of Knothole Forest. He heard the clang of metal and came to a screeching halt. He wondered if it was Doctor Eggman that he heard. He let his curiosity get the better of him so he went off to find out.

He then discovered a small fox tinkering away onto of a huge plane.

"Hey whatcha doin up there?" Sonic called.

"I'm making adjustments to my plane." a small voice replied.

"You're working? In this heat?" Sonic said in awe.

"Yup! I have to get my plane finished, or I won't be able to travel and see new things!" squeaked the fox. The fox then jumped down from where "he" stood.

"What's your name little guy?" Sonic asked.

"Just call me Tails!" Tails chirped cheerfully.

end of flashback

Sonic then relised what he did. He mistook Tails for a male. Tails wasn't the type to argue so she didn't correct him. Tails was too meek to really say anything. Sonic just jumped to conclusions and maybe, everytime someone addressed her as a male, it ate at her and she just didn't say anything.

"It wasn't my fault! We were fighting, and she was weak... I didn't know this was going to happen..." Sonic studdered over his words.

"You never really cared, did you? You just wanted her for her knowledge of technology, didn't you?" Shadow said accusingly.

"No I... I don't feel that way anymore..." Sonic muttered.

"Anymore?" Shadow said with an eyebrow raised.

"Sonic..." Knuckles gasped.

"You were just using Tails?" Rouge said breathlessly.

"I was... but not for a long time! I learned to care about her! She was my best friend! And if I'd known sh ewas a girl when we first met... I... I would have fallen in love with her..." Sonic sadi with a deep sigh.

"Love?" Knuckles was shocked.

"Yes... I always used to think of Tails as a brother... but now... I don't know how I feel..." Sonic slowly admitted.

"Well it's too late for that now isn't it?" a voice suddenly called.

"Eggman?" Everyone cried in unison.

"That's right. Good work Shadow!You've served me well. I thank you for your help." Eggman cackled.

Tails hand twitched slightly which made Shadow grin with slight relief. A rope ladder came down and Shadow grabbed it along with the bag of emeralds. He was whisked away into the air laughing.

"So long! And maybe we'll meet again. But rest assure, it will be our last visit!"Shadow ended with an evil laugh.

Sonic, Rouge and Knuckles could only watch helplessly as the dark hedgehog wascarrie daway by Eggman with Tails lying within his grasp.

-End of Chapter- 


	10. Midnight is born

Me- Gahilk the Enchinda, why do you hate Sonic so much? And I thought I was bad... I mean I'm not the fondest of Sonic but, Lordie! You must got somethin' against him...You let me know okay? (I'm serious...) Oh yeah, thanks for the reviews you guys:)

Chapter 10- Midnight is born.

Tails awakened inside of the volcanic base. She looked around carefully. Her body ached all over. She groaned in pain. She held herself as she shuddered.

"Ah, I see you have awakened. That's good. I was beginning to worry." Shadow's voice was distanced but it was very clear.

"What happened...?" Tails said between short gasps for air.

"You were caught in the explosion. I didn't think you survived, but you did." Shadow said approaching her. "You are very strong, young one. You know you've been in a coma for about a week right?"

"I can't believe I lived..." Tails sighed.

She tried to rise but was hurt to badly, which only resulted in her crying out in pain. She laid back down trying to rid herself of the pain. Shadow stood beside her bed watching. He strangly felt some sort of compassion for the fox. He gave her a small smile. She returned it and closed her eyes for some much needed rest.

Shadow walked away thinking. Has he grown attached to the small fox which he has made his apprentice? Or is he just overreacting?

"No, I'm being silly..." the dark hedgehog sighed.

Meanwhile...

Sonic has not come out of his room ever sincehe returned home from the tragedy. They lost all of the emeralds and Tails all in the same day. He sobbed quietly all day until he finally cried himself to sleep. His heart ached with sorrow and he thought it was all his fault. He just couldn't stand the fact that Tails as gone because if him.

Downstairs, all of Sonic's friends were talking after the first week.

"I can't believe this is happening... Tails is dead?" Amy said with tears in her eyes.

"No, at least not from what we saw..." Knuckles replied.

"I still don't understand why Tails lied to us like that..." Cream said sadly.

"Well none of us really got Tails... besides Sonic..." Rouge said slowly.

"But... why did she attack you Knuckles?" Vector asked. (A/N- I like the Chaotix detectives!)

"I don't know, but now that she's on the dark side... I don't think we can't trust her anymore..." Knuckles replied softly.

"There has to be a way..." Espio suddenly spoke up. He had been listening to the whole conversation by the wall. "Tails was't evil from the beginnig was she?"

"No..." everyone replied in unison.

"Maybe there is way to bring her back... it won't be easy. Eggman must have done something to make her the way she is." Espio said with deep wonder in his voice.

"Yeah! I mean no one in there right mind would paint themselves, right?" Charmy cried hopping up.

"Uh... Charmy?" Vector looked at the hyper active bee.

"We seem to recall you painting yourself green and blue not too long ago..." Amy said flatly.

"Oh... never mind..." Charmy sat back down.

"Espio, even if there was a way to change her back, how would we find her and Shadow?" Amy asked.

"Well if we find Eggman, we find Shadow. And if we find Shadow then we'll find Tails..." was the answer. Then Espio had nothing else to say.

"Espio's right!" Rouge cried. "We can't give up on Tails!"

"Let's find Tails and bring her home!" Amy shouted.

"You can't." came a low voice.

Everyone looked at the starirs to see Sonic leaning on the wall. He didn't look too lively...

"Knuckles, Rouge... you saw what happened... Tails died in that explosion... There's no bringing her back. She's been gone for a week. Don't you think we would have heard from her doing something along with Eggman by now?" Sonic said in an almost monotone.

"Sonic, she's still alive, I know she is. You can't give up hope just like that." Amy said with detemanation.

"But we can't trust her anymore even if she is alive. She's just another villian. She's one of them. She stole the chaos emeralds and gave them to Eggman, along with the master emerald shards. She's making him more powerful." Sonic growled.

"But Sonic..." Cream began.

"NO! She can't be trusted! She tried to kill me and Knuckles! She destroyed the base! She went willing to the dark side. She's no longer one of us..." Sonic said his eyes glaring.

Amy looked at all the bandages that Sonic had and sighed. "He may be right... even if we could bring her back, she wouldn't be the same..."

Knuckles just looked down. He didn't want to believe it but he knew Sonic was right. As did everyone else. Tehre was no telling what to expect now.

-3 days later-

Tails had recovered well under the watchful eye of Shadow. She had become stronger under the tough training showing her how to fight as well as he did. Her skills improved quickly and despite her injuries, she was able to do as Shadow instructed her.

"You have done well, young one. Although I've taught you alot, you still have many thngs to learn." Shadow said with a smirk on his face. "Now for a name... to fit your entire person..."

"Huh?" Tails looked at him with deep question in her eyes.

"You are a black and red fox with a dark and mysterious, like night... night... Midnight... that's it! I'm going to start calling you Midnight." Shadow said as if it was a command.

"I like it... it's perfect!" she exclaimed.

"It suits you wonderfully. It's dark and mysterious like you." the hedgehog said with slight amusement.

"Aren't you two sweet? Too bad I have to get rid of your little friend, Shadow." Eggman's voice boomed throughout the base.

Shadow and Midnight looked around slightly surprised.

"What do you mean, Eggman?" Shadow growled.

"Tails was associated (sp?) with Sonic. I can't have a goody goody two shoes hanging around. SH emight turn on us and run back to Sonic after learning about us." Eggman cackled. "Then he'll know how to take us down."

"Midnight wouldn't do that." Shadow cried.

"I know my place. I'm loyal to Shadow and would do nothing to betray him." Midnight shouted.

"Oh, I'm sure he'll remember you!" Eggman laughed evily.

Shadow and Midnight were unsure of what to do.They were ready to fight no matter what the circumstances.

-End of Chapter- 


	11. Another nameless one!

Me- Woohoo!I got like, over 100 reviews! Woohoo! Yes! This is an acomplishment... YAY! well this is the second to last chapter... before the upcoming sequel! YAY! (And what the heck is with all the Star Wars comments? I didn't even watch any of the Star Wars parts... somebody fill me in...)

Chapter 11- (this has no title 'cause as it stands, I can't think of one...)

Shadow and Midnight watched their surroundings. Both were cautious of ggman because he wasn't in sight. Midnight suddenly heard quick paced robotic footsteps approachng but couldn't find where they were coming from until she felt a sharp punch hit her in her jaw. She was sent flying backwards and towards the the pool of magma. She looked up to see something she didn't expect.

"Metal Sonic?" Midnight gasped.

"That's right! I've been making some adjustments to him so I could destroy Sonic. But this is just as good, to give it a test run." Eggman laughed loudly.

Midnight jumped away from the lava and charged at Metal Sonic. Metal disappeared and appeared behind the fox and hit her right in her side. Midnight fell to the ground holding her torso.Then she rose and faced the machine version of her ex-best friend. Suddenly with blinding speed, Metal Sonic grabbed her and held her by her neck. 

"Hands off you worthless piece of scrap metal!" Shadow cried as he charged at the robot.

He kicked Metal Sonic, sending it jerking forward. It turned to face Shadow dropping the fox in turn. Shadow stood glaring a the machine. Midnight scrabled away to recover for a moment. She breathed harder as she ran away from Metal Sonic.

Shadow on the other hand ran straight at the robot. He prepared to punch it but it disappeared before he could touch it. He teetered off balance for a moment and looked around. Suddenly Metal Sonic appeared Shadow. The hedgehog turned around in surprise and recieved a kick that sent him reeling backwards into a rock.

Midnight gasped and then looked around frantically to see where Eggman or the robotic hedgehog was. She spotted Eggman and smirked.

"If I get to Eggman , I can probably shut Metal down." She thought.

She took off for flight but before she got to Eggman something grabbed her tails. She screamed in pain as she was pulled out of the air and thrown to the ground. She was then thrown into a wall. Shadow had finally gotten up and was going for Eggman as well. He leaped into the air and ricoceted off one rock another heading straight for the mad scientist.

He almost reached him but Metal appeared in the middle of one of his jumps. He dropped to the ground after a crash colusion with Metal. Midnight dashed to Shadow.

"That robot is blocking our way to Eggman!" Midnight growled angrily helping him up. "We won't be able to shut him down!"

"Well we're just going to have to take it out ourselves." Shadow said with a smirk.

Midnight nodded and they both scanned the area looking for the robotic menace. Midnight saw him first and shouted: "There!"

Shadow looked and saw Metal approaching in an almost blinding speed. He then grabbed Midnight by the hand and dashed away. As the chase progressed, Metal had gained on them.

"I hope you have a plan!" Midnight cried.

"I do! On my mark I want you to fly us into the air alright?" Shadow yelled back.

"Are you insane? What good will that do?" Midnight was disbelieving.

"If that Egghead made Metal anything like Sonic, I'll bet he has to come to a screeching halt to instantly change opposite directions instead of just veering left and right! So just do as I say!" Shadow shouted.

Midinight looked at him with slight worry. She wasn't too sure.

"Trust me!" Shadow said with a grin.

Midnight paused and then nodded. She then looked over her shoulder. Metal was gaining fast and Shadow was headed directly for a large pool of lava!

"WHAT ARE YOU DOING?" Midnight screamed frantically.

Shadow didn't answer, he just picked up speed. Metal did the same and he got even closer. Midnight yelped with fear. They were almost to the lava now. Midnight's eyes widened.

"SHADOW?" Midnight cried out.

"NOW!" Shadow screamed.

Midnight began to fly upwards and with all her strength, she lifted Shadow with her. She then threw him up towards a flat surface on top of a rock. Metal looked up following them with his leering red eyes and then to the lava. Midnight had began to advabce higher when a sudden powerful jerk pulled her back towards the ground. Metal had grabbed her and was pulling her toward the lava with it!

"OH NO! SHADOW HELP ME!" She screamed.

"MIDNIGHT!" Shadow cried as he jumped to the ground in a frantic rush to save the fox.

Eggman then sent robots to stop him. They grabbed him and held back. Shadow was thrown to the ground. Metal then fell into the lava pool still holding onto the screaming fox. Eggman laughed hard as the two disappeared from sight.

The screaming stopped and there was an explosion.

"NOOOO!" Shadow screamed loudly. "MIDNIGHT!"

Meanwhile...

Everyone suddenly got a painful jerk in their bodies. Sonic was so overwhelmed he fell to his knees. He gasped for air as beads of sweat trickled down his face. He looked up to see Amy rushing up the stairs.

"Sonic! Did you feel that?" She cried.

"Yeah..." he murmurred.

Knuckles walked in and said: " I felt it too."

"What was it?" Amy asked quietly.

"I don't..." Sonic began. Then he heard a voice in his head. It was loud and clear. It was the voice of Tails. His best friend. The one he had known for so long. Then one that fought along side him for before since he could remember.

Flashback

"Hey Tails?" Sonic asked.

"Yeah?" The small fox asked as "he" skipped a rock across the lake they were sitting in front of.

"We're pals right?" the hedgehog asked.

"Yup!" Tails replied happily.

"And we're always gonna be pals right?" he then asked.

"Of course Sonic!" Tails smiled reassuringly at him. "Why'd ya ask?"

"Just making sure. But it was a stupid question to ask. I already knew the answer." He said smiling back.

End of Flashback

"It's Tails!" He suddenly cried out.

Amy and Knuckles looked at him with confusion.

"Don't you get it? Tails is in trouble! I know she is! We need to find her and save her!" Sonic cried.

"But Sonic, you said..." Amy began.

"What I said isn't important. I don't know what I was saying, but I know it wasn't right. I was dead wrong to say what I said." Sonic sighed. "Now I need tomake it up to Tails... I just have o help her and maybe if I do... she'll come back with us..." Sonic said running down the stairs.

Amy and Knuckles were confused for a moment.

"We gotta help Sonic!" Amy cried suddenly. "Let's go round everybody up, We've gotta save Tails!"

End of Chapter

Oooohhhhh... this is gonna be good! Review please! 


	12. The final chapter

Me- Alright folks, listen up and listen good. This is the final chapter of this story before the sequel. Let me tell you this much. There will be alot of my fans in the next story. I'm adding more people as I go along. So, for all of those loyal good readers out there, keep reading this and the sequel and you may end up in the sequel. Ok now this one may be the longest chapter yet, so sit back and prepare for some crazy stuff!

-The final chapter-

After Amy gathered up the entire crew, they all caught up to Sonic and started their journey for finding Tails. Knuckles and Cream led the group with the X-Tornado. Using the homing device that Tails had set on it, they should easily track her down. Sonic, Amy, Espio and Vector followed the plane by land, Rouge and Charmy by air.

Sonic ran thinking to himself, 'I hope we're not too late... If something has happened to her I don't know what I'd do!'

Rouge flew along side the plane and landed on one of its wings "Knuckles! Did you get a lock on her location?" She yelled over the roar of the X-Tornado.

"Yeah! She's in some sort of volcanic base just of side the ocean's border!" He yelled back.

"I hope we find her soon!" Charmy hollered clinging onto the wing as well.

"I do to..." Cream said with a sigh. Cheese, her little chao, comforted her. She hugged him tight.

"Cream, don't worry, we'll find her." Knuckles said focusing his eyes ahead.

Meanwhile on the ground, Sonic ran through the forest directly under the X-Tornado. He said nothing but he had deep determination in his eyes. Amy followed closely behind along with Vector and Espio.

"Espio, even if we do find her, how will we change her back to normal?" Vector asked.

"I... don't know..." the chameleon replied hesitantly.

"We will get her back to the way she was before! I know we will!" Amy said looking over her shoulder. She was worried about Tails almost as much as Sonic was.

Meanwhile...

Shadow stared at the lava pool where Midnight had disappeared. His eyes burned with the tears that he tried to hold back. Eggman was laughing hysterically now chanting: "I win! I win!"

Shadow then hung his head low. He felt something else. It wasn't grief or sadness... it was anger. He felt sudden rage as he pulled away from the robots, destroying them. He then turned around and faced Eggman.

"YOU!" He cried.

"Me?" The doctor said with a sick sarcastic tone.

"YOU KILLED HER!" He screamed.

"Oh no Shadow, it wasn't me. It was YOU who killed her. Your plan failed and to save you, the stupid fox sacrificed her life and went down with Metal Sonic. I did nothing except build the robot. The rest was completely of his own." Eggman sneered.

"YOUR JUST AS GUILTY AS THAT MONSTER!" Shadow felt his temper rising. He then leaped ion the air towards the doctor with fire in his eyes.

He then hit a hard force in front of him. It cut him off in mid-air and sent him falling towards the ground. He held his head as he looked up to see... Metal Sonic!

"But... How?" Shadow said with disbelief.

"Didn't you here me when I said I made motifacations o him. Since his last battle with Sonic, I had to make him magma proof so he could withstand the heat of the volcanic lava." Eggman said with a cold grin.

"But the explosion..." Shadow began.

"Just for show." Eggman howled with laughter.

Shadow stared at the robot with shock. He couldn't believe that Metal Sonic was still in one piece -- unharmed and looked almost untouched. His gaze suddenly turned to a glare as he launched himself toward the machine. Metal simply dodged his attack and grabbed the hedgehog from behind. He slammed Shadow to the ground and bent his arm back with such great force it caused Shadow to scream in pain.

Eggman laughed harder. "There's nothing you can do to stop me!" he howled as his laughter carried throughout the entire base.

-With the good guys-

"Sonic, we're about to get to the ocean. You and they other's need to grab onto the plane to get across," Knuckles spoke through the headset that transmitted to Sonic's.

"Got it." Sonic said lowly. "Listen you guys when we see the X-Tornado come close enough, we're going to jump unto the wing, Got it?" Sonic yelled over his shoulder.

"Right!" The others replied in unison.

As instructed, they all leaped unto the plane's wing when it came into range. They held on tight as it flew over the ocean. Soon enough, a distant island came into view.

"That's it!" Cream cried.

"Good! Hold on guys, where in for a rough landing!"

"Whaddya mean 'rough'?" Vector cried.

"I DON'T KNOW HOW TO LAND THIS THING!" Knuckles cried.

Everyone screamed as the plane began to fall towards the island.

"KNUCKLES DO SOMETHING!" Rouge screeched.

"I AM! I'M SCREAMING AREN'T I?" Knuckles screamed back.

"KNUCKLES PULL THE BREAKS!" Sonic yelled loudly.

Knuckles pulled the steering wheel back towards him as the plane began to slow down and landed safely. After everyone was safely on the ground. They stopped to catch their breath. Then they proceeded to move through the thick forest. They ran as hard as they could until Sonic brought them to an abrupt halt.

"Listen." He said.

They all stopped to hear cries of pain and laughter... evil laughter. Sonic looked at the rock that looked as if it sealed a passage way through the volcano. He then looked at Knuckles and Vector.

"Tear it down." Sonic said.

They soon began destroying the rock; Knuckles punched it while Vector bashed his shoulder against it. Pretty soon the rock came crumbling down. The gang followed Sonic's lead to the inside.

Shadow's screams subsided as the robot let go. He jumped back and held his now stiff arm. "You'll regret that you worthless piece of junk!" He cried.

Suddenly Shadow heard his name being called. He turned around and saw Sonic and company. He stared with disbelief as Sonic ran up to him.

"Where's Tails?" The blue hedgehog asked catching his breath.

Shadow gave him a blank stare. "Tails...?" Shadow repeated the name in his mind. "You mean Midnight, don't you?"

"Who?" Knuckles said walking up.

"My apprentice, Midnight you nitwit." Shadow said frowning.

"Whatever, where is she?" Sonic said angrily.

Shadow sighed sadly. Then he turned to look at the fiery grave that claimed the young fox. "She's... no longer here..." He said hesitantly. "Metal Sonic killed her in battle..."

"W-What?" Sonic didn't believe him, so his anger flared. "You're lying! Where is she?" He yelled raising his fist.

"Look Sonic, I don't want to fight you! I'm trying to destroy Eggman for what he has done! I cannot afford to waist energy on you!" He snapped pushing Sonic's hand away.

"Eggman?" Amy cried.

"Yes Eggman." Shadow snapped. "I have no idea where he is right now, but he's here. And so is Metal Sonic." He finished.

"What?" everyone cried in unison?

"Do I have to spell everything out to you?" Shadow said with an irritated tone.

Suddenly a familiar sound was heard. Sonic turned around and saw the robotic hedgehog coming straight for him! Sonic started to run as fast as he could away from Metal, he didn't want to get caught.

"How we do we stop it?" Rouge cried.

"Eggman might have some sort of control over it. If I'm right, if we get to Eggman, we can shut it down then destroy it." Shadow said through gritted teeth.

"I have an idea!" Amy cried. "Espio, can you turn invisible to get closer to Eggman?" She asked with deep urgency.

"Yes." Espio replied nodding.

"Rouge, after Espio is invisible, fly him up towards Eggman and then Espio, attack Eggman and do your best to bring him down to the ground." Amy said almost as if she were leader.

"What can we do?" Vector asked.

"You, the bee and the echidna can help me distract the robot away from Sonic." said the dark hedgehog.

"What about me?" asked Cream.

"Uhh... you can go check that lava pit to see if there's anything down there." Vector said absent mindedly.

"Um... I don't know what good it'll do, but I'll do anything I can!" Cream replied running away.

"Alright let's go!" Shadow cried.

They all split up into their separate sections to do as they were told. Espio and Rouge flew close to Eggman. Eggman laughed at the bat until he received a sharp kick in the face by an invisible force.

"Take that you over filled balloon!" Rouge snapped waving her fist.

Espio then punched Eggman out of his flying chair. The twisted doctor came crashing to the feet of Amy, who now wielded her Piko-Piko hammer.

"Heh heh heh.." Amy snickered as she readied her hammer. She held it high over her head, and swung.

Meanwhile, Shadow had caught up to the two racing hedgehogs. He ran beside Metal and smashed his shoulder into the robot, sending it crashing in to the nearby wall. Sonic looked over his shoulder and saw Shadow behind him. They exchanged understanding smiles and continued to run as the robot continued pursuit.

Shadow gave Sonic an encouraging look as he motioned towards Vector and Charmy. Sonic nodded with a mischievous smile. Then, both hedgehogs raced faster towards the two Chaotix detectives. Charmy grabbed Sonic and Sonic grabbed Shadow and they all lifted into the air. Metal couldn't grab on and instead received a rough punch from Vector.

Metal flew to the side and then received a super punch from Knuckles, sending it reeling into a wall of lava rock. Then both Vector and Knuckles began to attack the robot.

Cream, on the other hand, peered over the lava pit and looked down into it. She gasped at the sight of the infernal pit. She looked around and saw a ledge. A figure lay limply on the ledge. Cream fell at the sight and backed away. Then she turned to run to Am.

"Amy! Amy!" she cried.

Amy paused from beating Eggman in the head to look at the frantic rabbit. "What's up Cream?"

"There's someone in there!" she said almost hysterical.

Amy gasped and ran to Sonic and Shadow, who were discussing what to do next.

"Sonic! Shadow!" She screamed. "Cream saw someone in the lava pit!"

"What?" they both replied, eyes wide.

"It might be Tails!" she cried.

Shadow and Sonic both looked at each other. Then at the same time they rushed over to the pit. Sure enough, the figure was still there. Shadow strained his eyes but couldn't see who or what the figure was.

He turned to Sonic and said: "What are we gonna do?"

"I don't know..." Sonic sighed.

Then Vector's voice was heard faintly. "Sonic look out!"

Sonic turned around and saw Metal approaching fast. It then, suddenly hit Sonic hard sending him sailing backwards into the lava pit.

"Sonic!" Everyone cried in unison. (A/n: Gosh that's strange...)

Sonic braced himself the lava to devour him. "This is the end..." He thought.

Suddenly he felt that he landed on a hard surface. He opened his eyes and looked around. He got up and walked around slowly. He noticed that he was on a rock over the lava. He took a deep breath and sighed with great relief. (A/N: Sorry to those who wanted to kill him. He's important in the next story.)

Sonic then looked up and saw Shadow looking dead at him with a questioning look.

"What?" He asked.

"What are you waiting for! Find a way to get over there!" He yelled.

"How am I gonna do that?" Sonic yelled back.

"Uhhh... hey bat c'mere!" Shadow said looking behind him.

"I keep telling you: my name is Rouge!" she snapped as she walked over.

"Go down there and get Sonic across to the other ledge." Shadow ordered.

"And please hurry up! It's getting hot down here." Sonic said fanning himself.

Rouge dove down into the pit, grabbed Sonic and flew full speed over to the opposing ledge. She put him down and stood next to him. Sonic looked around and saw Tails/Midnight lying on the ground.

"Tails!" He said running over to help her.

"That's Tails? She looks like a "Midnight" to me." said Rouge.

Sonic ignored her and picked up the red and black fox in his arms. Her breathing pattern was fading. Sonic felt tears begin to burn his eyes. Seeing his best friend like that disturbed him. And no matter how hard he tried, he couldn't except the fact that Tails might not come back with them.

Suddenly Midnight's eyes opened with rapid speed causing Sonic to jump. She back away from him, and attempted to stand. She then grabbed her side and sunk back to the ground. She looked at her hand, it was covered in blood.

She then looked at Sonic. His eyes were almost unreadable. He didn't know how he felt. Should he feel grateful that she's alive or should he get ready to fight her in case she was ready to fight him. Or should he even be sad knowing that she might disappear again.

"Sonic..." she said slowly but her voice was soft and shaky.

Her eyes were filled with deep sorrow as if she regretted what she had done. And then she slowly she began to speak but fainted. Sonic scrambled over to her. He held her close and looked at Rouge.

"Are you ready yet?" Rouge asked with slight irritation.

Sonic nodded. Rouge flew up and grabbed Sonic by the hand. Sonic held the fox close to him as Rouge flew up to the surface of the pit. Suddenly a large metal cover started to rise over the top of the lava pit.

Shadow stared in shock and looked around frantically. Eggman had pulled some kind of switch! Then broke it! Then he ran away as metal doors sealed the exit to the base.

Rouge flew as fast as she could but wasn't going to make it in time. She threw Sonic and Midnight up through the doors before it closed leaving her in the pit.

"Rouge!" Sonic cried as the he sailed above the closing doors.

He landed on his feet, his breathing was hard and struggled. Knuckles ran over with a look of bewilderment in his eyes. Then he started to punch the metal doors with all of his energy. Vector then joined in to help the frantic echidna to break the metal door. Then Amy began smashing the door with her hammer. Together they broke the door and pulled Rouge out.

Knuckles hugged Rouge. She hugged him back. She cried in his arms.

"I was so scared... don't do that..." Knuckles said with relief.

Sonic grinned slightly then his attenttion was drawn to Shadow.

"Sonic! It's Metal!" Shadow cried running full speed towards the robot.

Metal had all of chaos emeralds in it's robotic arms. Everyone gaped at the sight as Shadow ran faster and faster. Then a blinding light flashed and sent the hedgehog reeling. He was blown backwards by sudden power as the chaos emeralds took full effect.

After the light cleared out, the robot was towering over the entire group. They all stared in fear as they noticed the 7 chaos emeralds in the chest plate on front of Metal's being. The monster roared as it swept it's mighty hand across the ground. Everyone jumped out of the way and stood back at a distance eyeing the robotic beast.

Midnight gaped at the sight as she was supported by Sonic to help her stand. She then studied it over and her gaze stopped at the chaos emeralds.

"Sonic! I need to get to those chaos emeralds!" She cried.

"What? You're in no shape to fight!" Sonic replied in shock.

Midnight was about to protest but Metal struck again. Sonic jumped away and began to run. Midnight ran beside him as best she could, trailing behind him slightly. Sonic looked behind him and thought of the times where they fought together. When they would run, she would have a slight smile on her face. And even this time she did. even though it was slightly mischievous, it was a smile none the less.

"Trust me! I can do this!" she said in a slightly panicked tone.

Sonic hesitated and then nodded. Midnight gave him a slight smile of reassurance before running in the opposite direction.

"Shadow!" She cried as she ran past him.

Shadow followed her and caught up. "What's the plan Midnight?" He asked running beside her.

"We have to get those chaos emeralds out of the slots!" Midnight replied focusing on the emeralds.

Shadow nodded and they both jumped towards the monster.

Meanwhile, Sonic and Knuckles looked for another way out just in case they needed a quick escape.

"The metal door!" Knuckles cried as they ran to it.

"You think we can break it?" Sonic asked looking at him.

"Let's find out!" Knuckles said as he began to pound on the door.

"Everyone! Come help us!" Sonic said as he began kicking it.

Soon enough everyone ran over to help bust open the door.

Meanwhile, Shadow and Midnight were having a difficult time trying to bring Metal down. They tried kicks, punches and even double teaming it, but nothing seemed to work. Midnight had gotten smacked away a few times, and so did Shadow. But neither one of them refused to give up.

"This isn't working!" Midnight cried as she tried another fierce attack.

"Well what do we do?" Shadow snapped. "Do you have anymore ideas?"

"No!" the fox was starting to get frustrated.

Then she noticed a small break in Metal. She got an idea.

"Shadow! If I can get through that hole, I might be able to shut him down from the inside!" she informed him as she took a few steps back.

"As long in works! I'm getting sick of this!" Shadow yelled as he kicked the robot again.

Midnight hopped up top Metal's shoulder and walked in the hole. There she saw a bunch of wires all bunched together. She shrugged and began ripping the wires into pieces.

"This is the ultimate revenge!" she said with a smirk.

Then she saw the chaos emeralds. "yes!" She exclaimed as she ran over to them. She began to push them out, one by one, when all of the sudden, Metal began to teeter to and fro. Midnight heard beeping behind her. She turned around and saw a box.

She ran over to it to examine it.

"Self-Destruct!" she screamed. "OH NO!"

Midnight ran outside the robot's body and looked around. Sonic and the others hadn't made the hole yet but they were trying and Shadow even decided to help.

"SONIC! SHADOW!" She cried.

They both looked at her as she jumped down and ran over to them.

"The robot's gonna blow!" She screamed.

"WHAT?" they exclaimed.

"You have to get out of here!" Midnight said panting.

"What about you, you can't stay here!" Shadow yelled.

"I'll get out too, just open that door!" the fox looked back at Metal. "If we can get metal of the robot, we could get some lava and destroy the door." she added as she ran off.

"C'mon, we gotta help her!" Sonic cried.

Shadow and Sonic ran after the dark fox and followed her up the side of Metal Sonic. They All began to pull at a piece of the metal until it broke off. Midnight then ran back into the robot to see how long they had left.

"We have 15 minutes to finish what we've started." Midnight said with slight urgency.

"Let's go!" Shadow yelled.

The 3 of them jumped down gripping onto the metal and ran over to the lava pit. Vector and Knuckles were called over to bend the metal so it would hold lava inside of it. They then put lava into it and ran over to the door.

They worked quickly as they splashed the lava onto the door. As it began to melt away, Midnight ran back towards Metal. Sonic noticed and ran after her. He stopped in front of the black and red fox.

"What are you doing?" He cried as a lava pit began to explode.

"I have to get the chaos emeralds! They can't get destroyed or who knows what will happen!" she said beginning to run around him.

Sonic quickly grabbed her arm. "You can't! What if you don't make it out in time?" he asked with a little sadness and alot of worry in his voice.

"I'd be saving the world, Sonic. It doesn't matter! Let go!" she said trying to pull away.

"But Tails..." he began.

"Sonic, I'm not Tails anymore. I never will be. Not after what I've done or tried to do..." she replied sadly.

"But..."

"Sonic... I want you to know I'm sorry for what I've done. And I don't know if I can make up for what I did if I don't get the chaos emeralds..."

"Tails..."

Midnight turned away for a moment, then faced Sonic again. Then she kissed him.

"Goodbye Sonic." she said as she turned to run away.

Sonic stood watching as the fox ran away. He felt... well he didn't know how he felt. But all he knew was that he would always remember her as Tails. No matter what she's done. He suddenly felt a hand grab his wrist and pull him.

"Sonic! What are you, stupid? Come on!" Amy cried as she dragged him along.

Sonic ran with her but looked over his shoulder one last time.

Everyone ran out of the volcanic base and finally reached the X-Tornado. Sonic looked back and waited for Midnight to come running up with all 7 chaos emeralds in her arms. She would be waving and smiling as everyone congratulated her on her success. Then she would hug Sonic and Sonic would hug her back. Everyone would return to Knothole city and live happily ever after.

Meanwhile...

Midnight had gotten all the chaos emeralds lose form Metal's chest plate. All of the lava pits were exploding now and she could feel the rush of heat from inside the robot's body. She began to run through to the hole she had gotten through so she could get out.

Suddenly, she was jerked backwards by her neck. A wire was bound around her neck. As she struggled to get away, her arms and legs began to get entangled in the wires as well. She fought harder and harder with each rising second.

Midnight's eyes shot open as she averted her gaze quickly to the self-destruct countdown box. She gasped loudly as she saw the detonate number was at 3 seconds... 2 seconds... 1 second...As the clock struck zero, everything seemed to freeze Midnight felt her heart stop in fear.

Sonic was pacing now as he watched the volcano. Then suddenly it exploded. Sonic screamed as they sky turned red and the entire island was engulfed in smoke. After the smoke began to clear, Sonic opened his eyes, panting as he tried to hold back tears.

"TAILS!" He screamed.

He looked around frantically and began to run towards the now destroyed base. Everyone was soon to follow. They arrived and saw that what remain was nothing but bits of metal and a large fire. Amy caught sight of he ruins and instantly began to sob. Cream followed and soon everyone was either sobbing or crying silently but just as hard.

(A/N: You guys, I am crying even as I right this...)

Sonic screamed in frustration as he fell to his knees. "Tails..." he said again. "Tails... I told you not to go... I told you and you didn't listen..." he stuttered. "Now you're gone!" he finished as tear overwhelmed him. He fell completely to the ground and sobbed.

Sadness engulfed the entire group as they all remembered Tails or Midnight. They were all going to miss her almost as bad as Sonic would. But now that she was gone...nobody knew what else to do but then to leave.

Before leaving, Shadow looked over his shoulder and noticed the 7 chaos emeralds lying together in a heap of soil. He rushed over to pick them up. As soon as he did, he instantly thought of his fallen apprentice. He sighed as a few more tears ran down his face. H picked up the emeralds and ran back to catch with the others.

"Sonic." He called. Sonic stopped and looked over his shoulder.

Shadow showed him the precious jewels. "She saved the emeralds..." he said hesitantly.

Sonic gave a weak smile and then climbed onto the wing of the plane. Shadow followed and the plane took off soon after. And that was it. It was over.

4 hours later...

Eggman returned to the sight of his destroyed base. he pushed through the rubble and looked around.

"Blast it all! They took the chaos emeralds!" He said angrily.

He was about to leave when he nearly tripped over something. He looked down. Then a sinister grin spread across his face. He laughed a horrific laugh.

"You may have won this time Sonic and Shadow," Eggman snickered. "But I will have my revenge!" He laughed again and it echoed. "Mark my words, you will pay!"

-End of story!-

Me- That's it! Be on the look out for the sequel. I have no idea what it's gonna be called but look for it, ok? And the winners of the contest. Yall need to email me so I can inform you on what's going on. Thanks for reading!

-A Chibi Blue Angel production


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